|
To,
The Members,
Chiraharit Limited
The Board of Directors of the Company have great pleasure in presenting
the 19th Directors' Report of the Company together with Audited Financial
Results for the year ended March 31, 2025. This report states compliance as per the
requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards
and other rules and regulations as applicable to the Company.
FINANCIAL PERFORMANCE:
The highlight of the financial performance of the Company for the year
ended March 31,2025 is summarized as follows:
| Particulars |
Standalone |
Consolidated |
|
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
| Revenue from Operations |
|
|
|
|
| - Sale of Products |
3302.99 |
1591.66 |
4134.73 |
2285.81 |
| Sale of Services |
1836.61 |
770.45 |
1828.07 |
770.75 |
| Total Revenue from Operations |
5139.6 |
2362.11 |
5962.8 |
3056.56 |
| Other Income |
13.57 |
0.01 |
16.99 |
0.86 |
| Total Income |
5153.17 |
2362.12 |
5979.79 |
3057.42 |
| Direct & other related Expenses |
3631.55 |
1701.76 |
4235.67 |
2252.45 |
| Employee Benefit Expenses |
439.63 |
361.16 |
553.41 |
453.04 |
| Finance Cost |
91.36 |
58.62 |
125.19 |
91.67 |
| Depreciation & Amortisation Expenses |
14.41 |
15.11 |
30.47 |
30.67 |
| Other Expenses |
104.21 |
77.29 |
198.11 |
115.34 |
| Total Expenditure |
4281.16 |
2213.94 |
5142.85 |
2943.17 |
| Profit / (Loss) before Tax |
872.01 |
148.18 |
836.94 |
114.25 |
| Less: Exceptional Items |
0 |
|
0 |
|
| Profit/(Loss) before Tax |
872.01 |
148.18 |
836.94 |
114.25 |
| Provision for Taxation (Net) |
221.76 |
44.72 |
234.65 |
53.91 |
| Profit / (Loss) after Tax |
650.25 |
103.46 |
602.29 |
60.34 |
| Other Comprehensive income for the financial year |
0 |
0 |
0 |
0 |
| Total Comprehensive income/{loss) for the financial year |
650.25 |
103.46 |
602.29 |
60.34 |
| Earnings per Equity Share (Rs.) - Face Value of 1/- each |
1.63 |
4.14 |
1.51 |
2.41 |
STATE OF COMPANY'S AFFAIRS AND OPERATIONS:
Business and Financial Performance Overview:
Business Overview
Our performance during FY 2024-25 demonstrated the strength of our
integrated EPC business model, which focuses on three high-impact verticals:
Water Infrastructure: including irrigation systems, solar panel
cleaning solutions, and pipeline projects;
Renewable Energy: with turnkey development of Compressed Bio-Gas
(CBG) plants; and
Civil Construction: encompassing industrial and residential
execution.
Financial Performance Overview Standalone Financials:
The Company recorded a standalone revenue from operations of Rs.5139.60
lakhs in FY 2024- 25 as against Rs.2362.11 lakhs in FY 2023-24, reflecting a growth of
around 118% over the previous year. The revenue more than doubled in both the segments of
sale of products and sale of services. The increase was primarily driven by higher order
execution reflecting the Company's ability to procure more orders and its execution.
The increase in other income is due to booking of income on liabilities
written off.
The Company achieved a Profit Before Tax (PBT) of Rs.872.01 lakhs and
Profit After Tax (PAT) of Rs.650.25 lakhs in FY 2024-25 as compared to Rs.148.18 lakhs and
Rs.103.46 lakhs respectively in FY 2023-24, registering a substantialgrowth due to
improved operational efficiency and higher contribution margins with increased revenue.
Consolidated Financials:
The Company recorded a consolidated revenue from operations of
Rs.5962.80 lakhs in FY 2024- 25 as against Rs.3056.56 lakhs in FY 2023-24, reflecting a
growth of around 95% over the previous year.
The Company achieved a Profit Before Tax (PBT) of Rs.836.94 lakhs and
Profit After Tax (PAT) of Rs.602.29 lakhs in FY 2024-25 as compared to Rs.114.25 lakhs and
Rs.60.34 lakhs respectively in FY 2023-24.
Operational results of the subsidiary company affected the performance
in consolidated financials vis-a-vis standalone financials.
CHANGE IN CAPITAL STRUCTURE / SHARE CAPITAL:
The Authorized and Paid up Share Capital of the Company stands at
Rs.25,00,000/- (25,00,000 shares with Face Value of Re.1/- each) as on 31st
March, 2024.
During the Financial Year 2024-25, the Company undertook significant
corporate actions relating to its share capital, as under:
> To facilitate future capital expansion and the proposed bonus
issue, Authorized Share Capital was increased from Rs.25,00,000 to Rs.6,00,00,000
(6,00,00,000 shares of Re.1/~ each). This increase was approved by the shareholders
through a resolution passed at the Extra-Ordinary General Meeting held on 1st
August 2024.
> Following the enhancement of Authorized Share Capital, the Board
of Directors, at its meeting held on 9th October 2024, approved the issuance of
3,75,00,000fully paid-up equity shares of Re.1 each as bonus shares, in the ratio of 15:1
(fifteen equity shares for every one equity share held}. This capitalized an amount of
Rs.3,75,00,000 from the Company's reserves.
The Authorized and Paid up Share Capital of the Company stands at
Rs.6,00,00,000/- (6,00,00,000 shares with Face Value of Re.1/- each) and Rs.4,00,00,000/-
(4,00,00,000 shares with Face Value of Re.1 /- each) as on 31st March, 2025,
respectively.
Dematerialization Status:
The Company has registered with NSDL and CDSL for dematerialization of
shares. The entire shares are in dematerialized form.
RESERVES & SURPLUS:
As on 31st March 2024, the reserves of the Company stood at
Rs.381.15 lakhs. This amount pertains to Surplus in the statement of Profit & Loss
Account and there are no other specified reserves. During the year under review, in line
with the Board's resolution dated 9th October 2024 and to reward the
shareholders, the Company capitalized the said reserves and issued 3,75,00,000 fully
paid-up bonus equity shares of Re.1 each to the existing shareholders in the ratio of 15:1
(i.e., fifteen new equity shares for every one equity share held). The reserves have
increased to Rs.656.40 lakhs as on 31flMarch 2025 with addition of net profit earned
during the
year under review.
TRANSFER TO RESERVES:
During the year under review, the Company has not transferred any
amount to reserve & surplus pursuant to the provisions of Section 123 of the Companies
Act, 2013. However, during the year under review, the profit of Rs. 650.25 Lakhs was
transferred to the Reserve & Surplus.
DIVIDEND:
The Board of Directors, after careful evaluation of the Company's
financial position, future growth prospects, and working capital requirements, have
decided to retain the profits for the financial year 2024-25. This decision is aligned
with the Company's strategic objectives of strengthening its financial position, investing
in growth opportunities, and optimizing operational efficiency. The Board believes that
reinvesting the profits will enable the Company to capitalize on emerging market trends
and enhance long-term shareholder value by facilitating sustained growth, technological
investment, and operational efficiency.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
No amounts were transferred to the Investor Education and Protection
Fund (IEPF) during the financial year as there were no unclaimed dividends, shares, or
other securities due for transfer under Section 125(2) of the Companies Act, 2013.
CHANGE IN THE NATURE OF BUSINESS:
There was no change in the Business of the Company during the financial
year ended March 31,2025.
MATERIAL DEVELOPMENTS DURING THE CURRENT YEAR:
The Company has been converted into public limited company w.e.f.
02.12.2024 vide fresh certificate of incorporation issued by MCA.
The Company filed DRHP for iPO with BSE Listing Portal - SME Platform
of BSE on 31.03.2025 and received in-principle approval by BSE on 09.07.2025 for the same.
MATERIAL CHANGES AND COMMITMENTS (AFTER 31 ST MARCH, 2025 AND UPTO THE
DATE OF THE REPORT) AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes or commitments affectingthe financial
position of the Company between the end of the financial year (31st March,
2025) and the date of this report.
SUBSIDIARY, JOINT VENTURE, AND ASSOCIATE COMPANIES:
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, a separate statement in Form AOC-1,
containing the salient features of the financial performance of each of the subsidiary
companies, is attached as Annexure -1 and forms part of this Report.
During the financial year under review, the Company does not have any
joint venture or associate companies.
The following entities were the subsidiaries of Chiraharit Limited as
on 31st March 2025:
1. Malaxmi Polymers Private Limited
2. Vasavi Building Materials Private Limited
The Company has complied with all applicable requirements under the
Companies Act, 2013 in relation to the management and reporting of its subsidiaries.
CONSOLIDATED FINANCIAL STATEMENTS:
in accordance with the provisions of the Companies Act, 2013 and
applicable Accounting Standards, the consolidated financial statements of the Company and
its subsidiaries for the financial year 2024-25 are attached and form part of the Annual
Report.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Changes in Directors / KMP:
During the year, the following changes took place in the Board / Key
Managerial Personnel:
In the Board Meeting held on 11th December, 2024, the
Company appointed Independent Directors viz., Mr. Venkata Chakrapani Chaturvedula (DIN:
10813796) and Mr. Anantha Krishna Nageshwara (DIN: 08455478) and Key Managerial Personnel
viz., Mr. Gudla Rama Chandra Rao, Chief Financial Officer and Mr. Dixitula Venkata Kama
Dixitulu, Company Secretary.
Composition of Board of Directors and Key Managerial Personnel (KMP) as
on March 31, 2025:
| SI. No. Name of Director |
DIN |
Designation |
Appointment/ Resignation/ Change in Designation |
Date of
Appointment/ Cessation / Change in Designation |
| 1. Mr. Pavan Kumar Bang |
03614791 |
Managing Director & Chief Executive Officer |
Change in designation |
01/04/2024 (Originally appointed as Director
on 20.08.2012) |
| 2. Mr. G V Ramana Reddy |
07532133 |
Executive Director |
Change in designation |
01/04/2024 (Originally appointed as Director
on 11.05.2016) |
| 3. Dr. YTejaswini |
00232268 |
Non-Executive Director |
Appointment |
11/05/2016 |
| 4. Mr. Venkata Chakrapani Chaturvedula |
10813796 |
Non-Executive, Independent
Director |
Appointment |
11/12/2024 |
| 5. Mr. Anantha Krishna Nageshwara |
08455478 |
Non-Executive, Independent
Director |
Appointment |
11/12/2024 |
| 6. Mr. Gudla Rama Chandra Rao |
- |
Chief Financial Officer (CFO) |
Appointment |
11/12/2024 |
| 7. Mr. Dixitula Venkata Kama Dixitulu |
- |
Company Secretary (CS) |
Appointment |
11/12/2024 |
The Company has complied with all applicable provisions concerning the
appointment, remuneration, and roles of KMPs.
Retirement by Rotation:
Mr. Pavan Kumar Bang, Chief Executive Officer and Managing Director,
who was appointed on April 01,2024 (Originally appointed as Director on August 20, 2012)
as a Chief Executive Officer and Managing Director up to March 31,2029 and whose office is
liable to retire at the ensuing AGM, being eligible, offers for reappointment.
NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:
The Board of Directors met 11 times during the financial year ended
March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and the rules
made there under:
| 01.04.2024 |
23.05.2024 |
06.07.2024 |
26.07.2024 |
27.08.2024 |
09.10.2024 |
| 18.11.2024 |
11.12.2024 |
11.01.2025 |
25.03.2025 |
29.03.2025 |
|
Proper notices were issued for each meeting, and the proceedings were
duly recorded.
COMMITTEES OF THE BOARD:
During the financial year 2024-25, the Company constituted various
committees of the Board to comply with the provisions of the Companies Act, 2013 and in
preparation for its proposed initial public offering (IPO). These committees were
constituted pursuant to a resolution passed at the Board Meeting held on 11th
January 2025.
The following committees were constituted:
| Committee |
Composition |
Remarks |
| Audit Committee (AC) Constituted in accordance with Section
177 of the Companies Act, 2013 |
Mr. Venkata Chakrapani Chaturvedula Chairpers on |
The members of Audit Committee met once on 25.03.2025. The
recommendations made by the Committee were approved by the Board. |
|
Mr. Anantha Krishna Nageshwara Member |
|
|
Ms. Tejaswini Yarlagadda Member |
|
| Nomination and Remuneration Committee (NRC) Constituted in
accordance with Section 178(1) of the Companies Act, 2013 |
Mr. Venkata Chakrapani Chaturvedula Chairpers on |
The members of Nomination and Remuneration Committee met once
on 29.03.2025. The Board has taken note of the same. |
|
Mr. Anantha Krishna Nageshwara Member |
|
|
Ms. Tejaswini Yarlagadda Member |
|
| Stakeholders' Relationship Committee (SRC) Constituted
in accordance with Section 178(5) of the Companies Act, 2013. |
Ms. Tejaswini Yarlagadda Chairpers on |
The members of Stakeholders' Relationship Committee met
once on 29.03.2025. The Board has taken note of the same. |
|
Mr. Anantha Krishna Nageshwara Member |
|
|
Mr. Venkata Ramana Reddy G Member |
|
Corporate Social Responsibility (CSR) Committee:
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility {CSR) become applicable to a company having net profit of
Rs.5.00 crore or more during the immediately preceding financial year. The provisions were
not applicable to the Company for the FY 2023-24. The Company has earned a net profit
exceeding Rs.5.00 crore during the financial year 2024-25 and the CSR provisions shall be
applicable to the Company from the financial year 2025-26. The Board will take necessary
steps to constitute a CSR Committee, adopt a CSR Policy, and identify appropriate projects
and initiatives to fulfil its CSR obligations in accordance with the law.
INDEPENDENT DIRECTORS:
During the financial year 2024-25, the Company appointed Independent
Directors in accordance with the provisions of Section 149(4) of the Companies Act, 2013,
read with the Companies {Appointment and Qualification of Directors) Rules, 2014. These
appointments were made as part of the Company's transition to a public limited
company and in preparation for its proposed listing.
The Independent Directors have submitted declarations under Section
149(7) of the Act confirming that they meet the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013. The Board has taken on record the said
declarations and is of the opinion that the Independent Directors appointed possess the
requisite integrity, expertise, and experience.
COMPANY'S POLICY ON DIRECTORS* APPOINTMENT & REMUNERATION:
The Company's Nomination and Remuneration Policy is available on
the website of the Company and sets out the criteria for selection and appointment of
Directors and KMP and their remuneration.
BOARD EVALUATION:
The Board has carried out an annual evaluation of its own performance,
that of its committees and individual Directors, including Independent Directors.
DEPOSITS:
During the financial year ended 31st March 2025, the Company
has not accepted any deposits from its members or the public in accordance with the
provisions of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. Consequently, as of 31st March 2025, there were no outstanding
amounts of principal or interest related to
such deposits.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:
Pursuant to the provisions of Section 186 of the Companies Act, 2013
and the rules made thereunder, the details of loans, guarantees and investments made by
the Company during the financial year ended 31 st March 2025 are as follows:
Loans:
During the financial year under review, the Company has not granted any
loans to any person or entity, including its subsidiaries, associates, or joint ventures,
and has complied with the provisions of Section 186 of the Companies Act, 2013 in this
regard.
Guarantees:
During the financial year under review, the Company has not provided
any fresh guarantee / security to any person or entity, including its subsidiaries,
associates, or joint ventures, and has complied with the provisions of Section 186 of the
Companies Act, 2013 in this regard. The details of existing guarantees are as under:
The Company provided Corporate Guarantee on 29.03.2021 for Rs.1.60
Crores in favour of ICICI Bank for the credit facilities availed by Malaxmi Polymers
Private Limited and charge was filed with MCA.
Investments:
During the financial year under review, the Company has not made any
fresh investment in / to any person or entity, including its subsidiaries, associates, or
joint ventures, and has complied with the provisions of Section 186 of the Companies Act,
2013 in this regard. The details of existing investments are as under:
The Company invested Rs.33,00,000/- by way capital contribution
for the Rights Issue made by Malaxmi Polymers Private Limited, subsidiary company
duringthe FY 2023-24 and the total outstanding investment in Malaxmi Polymers Private
Limited by way of capital contribution is Rs.1,32,00,000/- (66.00%).
The Company made an investment of Rs.54,39,320/- in Vasavi
Building Materials Private Limited (Wholly Owned Subsidiary) to acquire its entire
shareholding during the FY 2023-24.
RELATED PARTY TRANSACTIONS:
During the financial year under review, all related party transactions
that were entered into by the Company were conducted at arm's length basis and were
in the ordinary course of business, in compliance with the provisions of Section 188 of
the Companies Act, 2013 and applicable accounting standards.
In accordance with the provisions of Section 134(3)(h) of the Act read
with Rule 8{2) of the Companies (Accounts) Rules, 2014, the details of related party
transactions are provided in the prescribed format Form AOC-2as Annexure - II, which forms
an integral part of this Report.
RISK MANAGEMENT FRAMEWORK:
The Company has established a comprehensive and proactive risk
management framework aimed at identifying, evaluating, and mitigating potential risks that
may impact its operations, financial performance, strategic goals, and reputation.
A detailed Risk Management Policy, approved by the Board of Directors,
outlines the Company's structured approach towards risk identification, assessment,
monitoring, and mitigation. This policy forms the foundation for a consistent and
integrated risk management culture across the organization.
The management team is entrusted with the day-to-day implementation of
this framework and conducts regular risk assessments to evaluate both internal and
external risk factors. Based on these assessments, appropriate mitigation strategies are
developed and implemented, ensuring that risks are addressed proactively and effectively.
By embedding risk management into its core decision-making and
operational processes, the Company strives to safeguard stakeholder interests, enhance
resilience, and support sustainable growth.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has implemented a robust and structured internal financial
control system to ensure the accuracy and integrity of financial reporting, safeguarding
of assets, operational efficiency, and compliance with statutory and regulatory
requirements. These controls are embedded across the Company's processes and are
continuously reviewed for effectiveness.
The internal control framework is governed by formal policies, standard
operating procedures, and automated controls supported by oversight at various managerial
and board levels. The Company's internal financial controls are designed to:
Safeguard the Company's assets and prevent losses
Ensure the reliability and completeness of accounting records
Detect and prevent frauds and financial irregularities
Enhance operational effectiveness and efficiency
Ensure compliance with applicable laws, rules, and regulations
As part of the governance structure, the Audit Committee of the Board
plays a critical role in evaluating the adequacy and effectiveness of the internal
financial control system. The Committee conducts periodic reviews and recommends
improvements wherever necessary, in line with its responsibilities under Section 177 of
the Companies Act, 2013.
The internal audit function also supports the framework by conducting
risk-based audits and reporting directly to the Audit Committee to ensure transparency and
accountability.
Based on the review carried out by management, internal auditors, and
the Audit Committee, the Board of Directors affirms that the internal financial controls
of the Company were found to be adequate and operating effectively during the financial
year under review.
CORPORATE GOVERNANCE AND COMPLIANCE:
All relevant policies including the Vigil Mechanism Policy, Code of
Conduct, and Risk Management Policy are available on the Company's website at
https://chiraharit.com/investors/corporate-governance/,,
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility (CSR) become applicable to a company having net profit of
Rs.5.00 crore or more during the immediately preceding financial year. The provisions were
not applicable to the Company for the FY 2023-24. The Company has earned a net profit
exceeding Rs.5.00 crore duringthe financialyear 2024-25. Accordingly, the Company will be
required to comply with the provisions of Section 135 from FY2025=28<>nwards,
including:
Constitution of a CSR Committee
Adoption of a CSR Policy
Identification and implementation of eligible CSR projects
Ensuring minimum CSR expenditure as per the Act
The Company is in the process of making the necessary preparations to
ensure timely and effective compliance in the upcoming financialyear to ensure compliance
under the Act and the Rules made thereunder.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report is presented in
Annexure III* and forms an integral part of the Directors' Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013
read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company for the financial year ended 31st March 2025 has been placed
on the Company's website. The same can be accessed at the following web link:
https://chiraharit.com/wp- content/uploads/investors/annual-reports/2024-2025/
DIRECTOR'S RESPONSIBILITY STATEMENT:
Based on the established and maintained framework of internal financial
controls and compliance systems, the work performed by the Statutory Auditors, and the
reviews conducted by Management and the Board, the Board is of the opinion that the
Company's internalfinancial controls were adequate and effective during the Financial Year
2024-25.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies
Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm
that:
i. In the preparation of the annualfinancial statements forthe year
ended 31st March 2025, the applicable accounting standards have been followed,
and there are no material departures;
ii. Accounting policies have been selected and applied consistently,
and judgments and estimates that are reasonable and prudent have been made, to give a true
and fair view of the state of affairs of the Company as of 31st March 2025, and
of the profit of the Company for the year ended on that date;
iii. Proper and sufficient care has been taken forthe maintenance of
adequate accounting records in accordance with the provisions of this Act, for
safeguarding the assets of the Company, and for preventing and detecting fraud and other
irregularities;
iv. The annual accounts have been prepared on a going concern basis;
v. Internal financial controls have been laid down by the Company and
are adequate and operating effectively; and
vi. Proper systems have been devised to ensure compliance with the
provisions of all applicable laws, and these systems are adequate and operating
effectively.
AUDITORS AND AUDITORS' REPORT:
Statutory Auditors:
M/s. G.P. Associates, Chartered Accountants, Hyderabad (FRN:006734S),
have been appointed as the Statutory Auditors of the Company to hold office from the
conclusion of 18th Annual General Meeting for a period of 5 years, i.e., until
the conclusion of 23rd Annual General Meeting to be held in the year 2029 at
such remuneration as may be determined by the Board. They will continue as the Statutory
Auditors of the Company.
Explanation or comments on qualifications, reservations or adverse
remarks or disclaimers made by the statutory auditors:
The Board of Directors confirms that the Statutory Auditors'
Report for the financial year ended 31st March 2025 does not contain any qualifications,
reservations, adverse remarks, or disclaimers. The observations made by the auditors are
self-explanatory and do not require any further comments.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
OF THE COMPANIES ACT, 2013:
During the financial year ended 31st March 2025, the Statutory Auditors
have not reported any instances of fraud, whether reportable to the Central Government or
otherwise, under Section 143(12) of the Companies Act, 2013.
COST AUDIT:
Pursuant to the provisions of Section 148 of the Companies Act, 2013,
read with the Companies (Cost Records and Audit) Rules, 2014, the Company is exempt from
maintaining cost records and auditfor the financial year 2024-25.
SECRETARIAL AUDIT:
Secretarial Audit was not mandatory for the year under review, however,
the Company intends to voluntarily adopt it from FY 2025-26 as part of its strengthening
the governance in view of its proposed public listing.
COMPLIANCE WITH SECRETARIAL STANDARDS (SS-1 & SS-2):
The Directors state that applicable Secretarial Standards i.e. SS-1 and
SS-2, relating to the meetings of the Board of Directors' and General
Meetings' respectively, have been duly followed by the Company.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM:
in accordance with the provisions of Section 177 of the Companies Act,
2013, and in preparation for the Company's proposed initial public offering (IPO),
the Board of Directors constituted an Audit Committee during the financial year 2024-25.
The Audit Committee was formed pursuant to a resolution passed at the
Board Meeting held on 11th January 2025, with the following composition:
| Name |
Designation |
| Mr. Venkata Chakrapani Chaturvedula |
Chairman (Non-Executive, Independent Director) |
| Mr. Anantha Krishna Nageshwara |
Member (Non-Executive, Independent Director) |
| Dr. YTejaswini |
Member (Non-Executive Director) |
The Committee functions in accordance with its charter and the powers
and roles prescribed under Section 177 of the Act. It assists the Board in its oversight
responsibilities, particularly in relation to the integrity of financial reporting,
internal control systems, and audit processes. Vigil Mechanism:
The Company is in the process of establishing a formal Vigil Mechanism
Policy as required under Section 177(9) of the Companies Act, 2013. This mechanism will
provide a secure and confidenttalframeworkfor employees and stakeholders to report genuine
concerns or unethical behavior without fear of retaliation.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, the required disclosures relating to
conservation of energy, technology absorption, and foreign exchange earnings and outgo are
as follows:
A. Conservation of Energy:
a) Steps Taken or Impact on Conservation of Energy:
As a company engaged in EPC activities across water infrastructure,
renewable energy, and civil construction, Chiraharit Limited recognizes energy efficiency
as a strategic operational priority.
Energy consumption plays a key role in both cost structure and
sustainability performance, especially in field-based project execution under diverse
environmental conditions.
Duringthe year, the Company undertook various initiatives including:
Equipment Optimization: Upgraded construction and pumping
machinery to high- efficiency models to reduce diesel and electrical load.
Operational Best Practices: Improved fleet scheduling,
preventive maintenance, and fuel tracking systems to curb energy waste.
Technology-Enabled Monitoring: Deployed data analytics to assess
energy usage at project sites and identify opportunities for efficiency improvements.
Though precise quantification of savings remains challenging due to
project variability, these initiatives have collectively led to a measurable reduction in
energy intensity across operations. However, your Company remains committed to exploring
innovative energy-savingtechnologies and best practices to further enhance its
environmental performance and financial sustainability.
b) Steps Taken for Utilizing Alternate Sources of Energy:
The Company continues to evaluate the feasibility of integrating
renewable energy solutions - such as solar power for site-based operations and bio-gas
utilization - in line with its long-term sustainability vision. While no major capital
deployment occurred during the financial year, the Company's involvement in the
construction of Compressed Bio-Gas (CBG) plants for clients reflects its broader
commitmentto supporting clean energy initiatives.
c) Capital Investment on Energy Conservation Equipment:
Chiraharit Limited prioritizes energy-efficient capital procurement.
Investments made during the year in modern pumping systems, solar-compatible components,
and low-emission machinery are aligned with this objective. These investments not only
enhance operational efficiency but also reflect the Company's proactive approach to
sustainable development and cost management.
B. Technology Absorption:
The Company remains committed to adopting advanced engineering and
construction technologies to drive project excellence. Key focus areas include:
Implementation of precision trenching and micro-irrigation
technologies in water projects.
Deployment of automated solar module cleaning systems.
Use of precast and modular construction techniques for speed and
quality in civil projects.
These efforts have resulted in higher project accuracy, better resource
management, and improved client satisfaction.
The Company continues to invest in modern engineering solutions and
project execution technologies aligned with its operational model. A summary of
disclosures under Rule 8(3)(B) of the Companies (Accounts) Rules, 2014 is given below:
| i. The efforts made towards technology absorption |
Necessary steps have been taken to explore the new methods
and ways and absorb the technology in the operation of the company wherever required |
| li The benefits derived like product improvement, cost
reduction, product development or import substitution |
Optimum utilisation of resources resulting in cost reduction
and competitiveness in the field. |
| iii In case of imported technology (imported duringthe last
three years reckoned from the beginning of the year under reference) |
Not Applicable |
| a) Details of the technology imported |
Not Applicable |
| b) the year of Import |
Not Applicable |
| c) Whether the technology has been fully absorbed |
Not Applicable |
| d) If not fully absorbed, areas where absorption has not
taken place, and the reasons thereof |
Not Applicable |
| iv The expenditure incurred on Research and Development |
No separate expenditure, it is part of operational
expenditure |
C. Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings: Nil
Foreign Exchange Outgo: Rs.13.48 lakhs
PARTICULARS OF EMPLOYEES:
Pursuant to Rule 5 of the Companies {Appointment and Remuneration
Managerial Personnel) Rule, 2014 of the Companies Act, 2013, there are no employees who
are in receipt of remuneration of Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/- or
more per month or where employed for a part of the year.
UNSECURED LOAN FROM DIRECTOR:
Duringthe financialyear under review, the Company has not obtained any
unsecured loans from the Directors of the Company or their relatives.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT, 2013
& PROTECTION OF WOMEN AT WORKPLACE:
The Company strives to provide a safe working environment to woman
employees to avoid any gender discrimination. Therefore, the Company has formulated a
Policy on Prevention of Sexual Harassment at workplace in terms of the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013. The objective of the policy is to prohibit, prevent and address issues of sexual
harassment at workplace. Pursuant to the said act the Company has constituted the Internal
Complaint Committee for Prevention of Sexual Harassment (ICC) of all women employees
whether they are permanent, temporary or contractual. The said policy also covered the
women service provider or women who visit any office premises of the Company. In order to
raise awareness among the employees the aforesaid policy has been widely circulated to all
the employees of the Company.
During the year under review, no case of sexual harassment was
reported.
The Committee was reconstituted, and the composition of Internal
Complaints Committee is as under
| SI. No. Name |
Designation |
Position in Committee |
Contact Details |
| 1 Ms. Sarada Kalavapudi |
CEO, Dharmavana Nature Ark Association |
Presiding Officer |
Flat No. 1412, Turquoise, My Home Jewel Apartments,
Madinaguda, Hyderabad-500050 Email: sarada.kalavapudi@gmail.com Mobile: 7893722300 |
| 2 Mr.V.L. Kantha Rao |
Director, Malaxmi Polymers Pvt. Ltd. |
Internal Member |
F 304/1 -11 -200, Begumpet, Kukatpally, Hyderabad-500016
Email: vlkantharao@gmail.com Mobile: 9704988488 |
| 3 ! Mr. G Rama Chandra Rao |
CFO, Chiraharit
Limited |
Internal Member |
Flat No. 401, Infocity Royale, Puppalaguda, Hyderabad-500089
Email: rama@malaxmi.in Mobile: 9000858222 |
| 4 Ms. Kavitha David |
COO, Unicorpus Health Care (Not- for-Profit) |
External Member |
20/B, Plot No. 10-3-23, St. Jhons Lane, Secunderabad -500025
Email: kavitha.david@gmail.com Mobile: 8106877665 |
| 1. Number of Sexual Harassment complaints received during the
year |
Nil |
| 2. Number of Cases disposed of during the year |
Nil |
| 3. Number of cases pending for more than 90 days |
Nil |
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961:
The Company declares that it has duly complied with the provisions of
the Maternity Benefit Act, 1961. All eligible women employees have been extended the
statutory benefits prescribed under the Act, including paid maternity leave, continuity of
salary and service during the leave period, and post-maternity support such as nursing
breaks and flexible return-to-work options, as applicable. The Company remains committed
to fostering an inclusive and supportive work environment that upholds the rights and
welfare of its women employees in accordance with applicable laws.
SIGNIFICANT AND MATERIAL ORDERS:
During the financial year under review, no significant or material
orders were passed by any regulators, courts, or tribunals that would affect the going
concern status of the Company or materially impact its future operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there is no application made by or
against the Company and there are no proceedings pending under the Insolvency and
Bankruptcy Code, 2016.
DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION
EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review, the Company had not entered into any
settlement with Banks and Financial Institutions and hence the said clause is not
applicable.
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